EDITH H. JONES, Circuit Judge:
This appeal arises from the district court's grant of summary judgment for Appellee Wells Fargo Bank, N.A. ("Wells Fargo") on Appellant Bluebonnet Hotel Ventures' ("Bluebonnet") claim for rescission of contract. For the following reasons, we affirm.
Bluebonnet is a single-purpose corporate entity that was established to construct and operate a hotel in Baton Rouge, Louisiana. In order to finance the hotel's construction, Bluebonnet obtained an allocation of tax-exempt Gulf Opportunity Zone bonds, which Bluebonnet intended to sell to investors. In late 2006, Bluebonnet contacted Wells Fargo
Meanwhile, shortly before the execution of the term sheet, Wells Fargo asked Bluebonnet whether it would be interested in entering into a swap agreement, which
Bluebonnet Hotel Ventures, L.L.C. v. Wachovia Bank, N.A., No. 3:10-cv-00489-JJB-RLB (M.D.La. Sept. 29, 2011) (order granting in part and denying in part motion to dismiss). Under the agreement, the parties' payments would theoretically offset each other as the variable interest rate on the bonds fluctuated, resulting in Bluebonnet's ultimately paying a fixed interest rate on the bonds. While the parties were in negotiations over the agreement, Wells Fargo sent Bluebonnet a presentation on how the swap transaction would work, which included the following disclaimer:
Despite the fact that the bonds had yet to be issued, and a letter of credit had yet to be executed, Bluebonnet entered into the swap agreement with Wells Fargo.
In the summer of 2007, after the swap agreement was executed but before its effective date, interest rates rose above the fixed rate, such that Bluebonnet could have terminated the agreement and received in excess of $1 million from Wells Fargo. Bluebonnet was informed of this option but chose not to terminate the swap agreement at that time. Shortly thereafter, in 2008 interest rates dropped to historic lows, and Bluebonnet was required to pay Wells Fargo the difference in interest rates. Bluebonnet asserts that this has resulted in over $6 million in payments to Wells Fargo under the swap agreement.
Bluebonnet subsequently filed suit against Wells Fargo, seeking to rescind the swap agreement based on failure of cause, negligence and detrimental reliance under Louisiana law. Wells Fargo filed a motion to dismiss, which the district court granted in part, allowing Bluebonnet's failure of cause claim to proceed.
A district court's grant of summary judgment is reviewed de novo. De-Pree v. Saunders, 588 F.3d 282, 286 (5th Cir.2009). This court applies the same standards as the district court, id., granting summary judgment where there is no genuine issue as to any material fact and the movant is entitled to judgment as a
Under Louisiana law, "[a] contract is formed by the consent of the parties[.]" La. Civ.Code art.1927. However, a party's consent may be vitiated by, and a contract rescinded upon, error. La. Civ. Code art. 1948. "Error vitiates consent only when it concerns a cause without which the obligation would not have been incurred and that cause was known or should have been known to the other party." La. Civ.Code art.1949. In other words,
Bluebonnet insists that there is a failure of cause warranting rescission of the swap agreement. Bluebonnet maintains that its cause for entering into the agreement was to "fix the rate" on variable rate bonds, contingent on Wells Fargo issuing a letter of credit for the bonds, and that cause allegedly failed when Bluebonnet was unable to obtain a letter of credit from any financial institution that would finalize the bond financing.
Contrary to Bluebonnet's assertions, the contractual language of the swap agreement undercuts Bluebonnet's argument with regard to the letter of credit. The agreement specifically obliged Bluebonnet to pay Wells Fargo any unfavorable difference between the fixed interest rate amount and the floating interest rate amount as such payments became due, irrespective of whether "there exists at any time a commitment for any [f]inancing" or "circumstances change such that [Bluebonnet] ... is unable to obtain[] any financing" (alterations added).
It is evident from the express terms of the agreement that finalizing financing for the bonds was not Bluebonnet's cause for entering into the agreement, and Bluebonnet has not highlighted any contractual language that clearly suggests otherwise.
This conclusion is supported by our previous decision, Dameware Development, L.L.C. v. American General Life Insurance. Co., in which this court held that there was no failure of cause constituting error or warranting rescission of a contract. 688 F.3d 203, 208-09 (5th Cir.2012). The plaintiff in Dameware maintained that its cause for entering into contract with the defendant was to obtain tax benefits for certain employees' life insurance policies. Id. at 207. That cause purportedly failed when the plaintiff was unable to obtain the benefits. Id. Upon review of the parties' agreement, however, this court reasoned that the contract focused almost entirely on insurance policies, not tax benefits, while the one form that did discuss tax benefits disclaimed the defendant's responsibility for them. Id. Looking to the plain language of the contract, this court concluded that the plaintiff's cause for entering into the contract was to secure life insurance policies, not tax benefits, and because that cause had not failed, the contract
Based on the foregoing analysis, the judgment of the district court is AFFIRMED.